PWS.L Regulatory News (PWS)

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction

FOR IMMEDIATE RELEASE

27 April 2011

Recommended Cash Offer for Pinewood Shepperton plc

by

Peel Acquisitions (Pegasus) Limited

a newly incorporated company controlled by the Peel Group

(to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006)

Summary

·; The Board of Peel Acquisitions and the Pinewood Independent Directors are pleased to announce the terms of a unanimously recommended cash offer for the entire issued and to be issued share capital of Pinewood.

·; Under the terms of the Acquisition, each Pinewood Shareholder will be entitled to receive 200 pence in cash per Pinewood Share.

·; In addition, Pinewood Shareholders will be entitled to receive and retain the announced final dividend of 2.5 pence per Pinewood Share in respect of the financial year ended 31 December 2010, which (subject to Pinewood Shareholder approval at the Annual General Meeting of Pinewood to be held on 31 May 2011) is expected to be paid on 10 June 2011 to Pinewood Shareholders on the register at the close of business on 13 May 2011.

·; The offer, including the proposed final dividend of 2.5 pence per Pinewood Share, values the entire issued and to be issued share capital of Pinewood (assuming the exercise of options in respect of up to 1,215,438 Pinewood Shares) at approximately £96.1 million and represents:

o a premium of 37.6 per cent. to 147.2 pence per Pinewood Share (being the average Closing Price for the three months prior to and including 7 April 2011, the last Business Day prior to the Company entering into the Offer Period); and

o a premium of 22.1 per cent. to 165.9 pence per Pinewood Share (being the Closing Price on 7 April 2011, the last Business Day prior to the Company entering into the Offer Period).

·; As an alternative to some or all of the cash consideration which they would otherwise be entitled to receive, Pinewood Shareholders will be able to elect to receive Loan Notes, which will be issued on the basis of £1 in nominal value of Loan Notes for every £1 of cash consideration. 

·; The Acquisition is to be effected by means of a Court sanctioned scheme of arrangement of Pinewood under Part 26 of the Companies Act, which is expected to become Effective by the end of June 2011.

·; Peel Acquisitions is a newly incorporated company formed at the direction of the Peel Group for the purpose of implementing the Acquisition. 

·; The Acquisition is conditional on, inter alia, certain approvals by Pinewood Shareholders and the sanction of the Scheme by the Court. In order to become Effective, the Acquisition must, amongst other things, be approved by the requisite majorities of Pinewood Shareholders present (in person or by proxy) and entitled to vote at the Court Meeting and the Pinewood General Meeting. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting together with forms of proxy, will be posted on or around 6 May 2011 and that the Acquisition and the resolutions required to implement the Scheme will be put to Pinewood Shareholders at the Court Meeting and the General Meeting which are expected to be held on 31 May 2011. Subject to the satisfaction, or where relevant, waiver of all relevant Conditions, the Scheme is expected to become effective by the end of June 2011.

·; The Peel Group is the holder of 13,766,500 Pinewood Shares, representing 29.78 per cent. of the existing issued share capital of Pinewood. The holder of those Pinewood Shares will not be entitled to attend or vote at the Court Meeting in respect of the proposal for approval of the Scheme.

·; Peel Acquisitions has received irrevocable commitments to vote in favour of the Scheme at the Court Meeting and in favour of the resolution to be proposed at the Pinewood General Meeting from the Pinewood Directors and one other Pinewood Shareholder in respect of 15,441,614 Pinewood Shares in aggregate, representing approximately 33.40 per cent. of the existing issued share capital of Pinewood and approximately 47.59 per cent. of the Pinewood Shares in respect of which Pinewood Shareholders are entitled to vote at the Court Meeting. Further details of these irrevocable commitments are set out in paragraph 11 below and in Appendix 3.

·; The Pinewood Independent Directors, who have been so advised by J.P. Morgan Cazenove and BDO, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, J.P. Morgan Cazenove and BDO have taken into account the commercial assessments of the Pinewood Independent Directors. Although J.P. Morgan Cazenove is acting as financial adviser to Pinewood, J.P. Morgan Cazenove is deemed not to be sufficiently independent of the Peel Group for the purposes of Rule 3 of the Takeover Code and, accordingly, BDO is providing the independent financial advice to the Pinewood Independent Directors. Accordingly, the Pinewood Independent Directors intend unanimously to recommend that Pinewood Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the resolution to be proposed at the Pinewood General Meeting. 

Commenting on the Acquisition, John Whittaker, Chairman of the Peel Group, said:

"Peel believes that the Acquisition represents an attractive proposition for the shareholders of Pinewood. Peel is a long-term investor in Pinewood and the wider media sector through its MediaCityUK investment and looks forward to supporting the Pinewood management in growing its operational business and developing its unique Project Pinewood proposal. Peel represents a long-term strategic partner for Pinewood in continuing to grow and develop the business."

Commenting on the Acquisition, Lord Grade of Yarmouth, Chairman of Pinewood, said:

"The Pinewood Independent Directors have recommended this offer to shareholders as it delivers certainty at an attractive premium. In the context of increasing illiquidity in the trading of Pinewood Shares, the Pinewood Independent Directors believe that this stable time in a volatile industry offers shareholders an opportune moment to realise value. 

"Peel has been a most supportive shareholder, committed to our strategy and vision for the group. The Board is satisfied that the long-term future of these assets, which make such a contribution to the growth of the UK's creative industries, will pass into safe hands.

"For 75 years the names Pinewood and Shepperton have been iconic in the global screen industries. The current management has advanced the business, investing to re-establish it as a world-class centre for all creative industries and expanding internationally with Pinewood representation now in five key regions around the world. We have developed a digital infrastructure to support our UK studios and Pinewood is planning for the next 75 years with innovative schemes such as Project Pinewood.

"The Pinewood Independent Directors believe that today's proposal will give the business the long-term stability it needs to build on the success of the past few years."

Enquiries: 

The above summary should be read in conjunction with the full text of this announcement.

The conditions to, and certain further terms of, the Acquisition are set out herein and in Appendix 1 and the further terms and conditions set out in the Scheme Document and forms of proxy when issued. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of irrevocable commitments received by Peel Acquisitions are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Peel and Peel Acquisitions and for no one else in connection with the Acquisition and will not be responsible to anyone other than Peel and Peel Acquisitions for providing the protections afforded to the clients of Rothschild or for providing advice in relation to the Acquisition or to the matters referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Pinewood and for no one else in connection with the Acquisition and will not be responsible to anyone other than Pinewood for providing the protections afforded to clients of J.P. Morgan Limited or for providing advice in relation to the Acquisition or to the matters referred to in this announcement. 

BDO, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Pinewood and for no one else in connection with the Acquisition and will not be responsible to anyone other than Pinewood for providing the protections afforded to the clients of BDO or for providing advice in relation to the Acquisition or to the matters referred to in this announcement.

This announcement is for information purposes and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Scheme. Pinewood will prepare the Scheme Document to be distributed to Pinewood Shareholders. Pinewood and Peel Acquisitions urge Pinewood Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared in accordance with English law, the Takeover Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Peel Acquisitions reserves the right to elect (with the consent of the Panel (where necessary)) to implement the acquisition of the entire issued and to be issued share capital of Pinewood by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.

If, in the future, Peel Acquisitions exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the United States, such Takeover Offer will be made in compliance with the applicable US laws and regulations.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise determined by Peel Acquisitions and permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facility.

This announcement may contain "forward looking statements" concerning Peel Acquisitions and Pinewood. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward looking statements. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the ability of Peel Acquisitions and Pinewood to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Peel Acquisitions and Pinewood assume no obligation and do not intend to update these forward looking statements, except as required pursuant to applicable law.

Notice to US investors in Pinewood: The Acquisition relates to the shares of an English company and is being implemented by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the US Exchange Act of 1934. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US proxy and tender offer rules.

Dealing disclosure requirements

Under the provisions of Rule 8.3(a) of the Takeover Code any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth business day following date of the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is or becomes interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror. Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

A disclosure table, giving details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)207 7638 0129.

In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement will be available on Pinewood's website at http://www.pinewoodshepperton.com/ by no later than 12 noon on 28 April 2011.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Pinewood's website (or any other website) is incorporated into, or forms part of, this announcement.

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction

FOR IMMEDIATE RELEASE

27 April 2011

Recommended Cash Offer for Pinewood Shepperton plc

by

Peel Acquisitions (Pegasus) Limited

a newly incorporated company controlled by the Peel Group

(to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006)

1. Introduction

The Board of Peel Acquisitions and the Pinewood Independent Directors are pleased to announce that they have agreed the terms of a unanimously recommended cash offer for the entire issued and to be issued share capital of Pinewood.

Peel Acquisitions is a newly incorporated company formed at the direction of the Peel Group for the purpose of implementing the Acquisition. Information on Peel Acquisitions and the Peel Group is set out in paragraphs 7 and 8 below.

The Acquisition will be implemented by means of a Court sanctioned scheme of arrangement of Pinewood under Part 26 of the Companies Act. The Scheme Document is expected to be posted to Pinewood Shareholders on or around 6 May 2011 and the Scheme is expected to become Effective by the end of June 2011.

2. The Acquisition

Under the terms (and subject to the conditions) of the Acquisition, which will be set out in full in the Scheme Document, each Pinewood Shareholder will receive:

Pinewood Shareholders will also be entitled to receive and retain the announced final dividend of 2.5 pence per Pinewood Share in respect of the financial year ended 31 December 2010, which (subject to Pinewood Shareholder approval at the Annual General Meeting of Pinewood to be held on 31 May 2011) is expected to be paid on 10 June 2011 to Pinewood Shareholders on the register at the close of business on 13 May 2011.

The terms of the Acquisition, including the proposed final dividend of 2.5 pence per Pinewood Share, value the entire issued and to be issued share capital of Pinewood (assuming the exercise of options in respect of up to 1,215,438 Pinewood Shares) at approximately £96.1 million and represents:

o a premium of 37.6 per cent. to 147.2 pence per Pinewood Share (being the average Closing Price for the three months prior to and including 7 April 2011, the last Business Day prior to the Company entering into the Offer Period); and

o a premium of 22.1 per cent. to 165.9 pence per Pinewood Share (being the Closing Price on 7 April 2011, the last Business Day prior to the Company entering into the Offer Period).

As an alternative to some or all of the cash consideration which they would otherwise be entitled to receive, Pinewood Shareholders will be able to elect to receive Loan Notes, which will be issued on the basis of £1 in nominal value of Loan Notes for every £1 of cash consideration. Rothschild has advised that, based on market conditions on 26 April 2011, being the Business Day prior to the date of this announcement, its estimate of the value of the Loan Notes (had they been in issue on that day) would have been not less than 99 pence per £1 nominal value.

A maximum of £10 million in nominal value of Loan Notes will be available to be issued under the Loan Note Alternative. To the extent that valid elections for the Loan Note Alternative exceed the maximum amount of Loan Notes available, such elections will be scaled back on a pro rata basis, as nearly as practicable, according to the number of Scheme Shares for which elections under the Loan Note Alternative have been made. Further details of the Loan Notes will be set out in the Scheme Document.

3. Background to and reasons for the Acquisition

The Peel Group is the owner of the prestigious development at MediaCityUK, a new facility built for the media and creative industries, on a 36 acre site at Salford Quays located on the banks of Manchester's historic ship canal. MediacityUK is the new home for the BBC, ITV, Coronation Street and the University of Salford, who will join 26 small creative companies already housed on site. In addition, and as part of Peel's commitment to the UK media and creative sector, it has held a strategic interest in Pinewood since 2007.

During that time, the shareholder base of Pinewood has continued to consolidate. Recognising the constraints this places on the stakeholders of Pinewood, including the management team, employees and shareholders, the Pinewood Independent Directors have made the strategic decision to recommend the Acquisition. In addition to providing an attractive price and certainty to existing holders of Pinewood Shares, it allows Peel to form a long-term strategic partnership with Pinewood to continue to support its management team and develop Pinewood's strategy.

The Acquisition forms part of Peel's long-term strategy to broaden its investments in diverse sectors through partnerships with complementary businesses. Peel's intention is for Pinewood to operate independently of Peel's existing media assets, including MediaCityUK.

4. Recommendation

The Pinewood Independent Directors, who have been so advised by J.P. Morgan Cazenove and BDO, consider the terms of the Acquisition to be fair and reasonable. Although J.P. Morgan Cazenove is acting as financial adviser to Pinewood, J.P. Morgan Cazenove is deemed not to be sufficiently independent of the Peel Group for the purposes of Rule 3 of the Takeover Code and, accordingly, BDO is providing the independent financial advice to the Pinewood Independent Directors.

In view of Steven Underwood's position as a non-executive director of Pinewood, a director of Peel Acquisitions and as an executive of the Peel Group, he has taken no part in the consideration of the Acquisition by the Pinewood Independent Directors, or in any recommendation to Pinewood Shareholders in respect of the Acquisition. The Pinewood Independent Directors intend unanimously to recommend that Pinewood Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the resolution to be proposed at the Pinewood General Meeting, as the Pinewood Independent Directors (and persons connected with them) have irrevocably undertaken to do in respect of their own beneficial shareholdings (or the shareholdings they control) totalling 2,075,753 Pinewood Shares (representing approximately 4.49 per cent. of the existing issued share capital of Pinewood and approximately 6.40 per cent. of the Pinewood Shares in respect of which Pinewood Shareholders are entitled to vote at the Court Meeting). Further details of these irrevocable commitments are set out in paragraph 11 below and in Appendix 3.

5. Background to and reasons for the recommendation of the Pinewood Independent Directors

Pinewood achieved significant growth in 2010 across all key metrics that measure its performance. The preliminary results, which were announced on 8 March 2011, reported 8 per cent. revenue growth to £43.4 million with a 31 per cent. increase in profit before tax to £5.8 million. 

Strong revenue growth was primarily due to the performance of film revenues which increased by 28 per cent. to £29.1 million, supported by a robust revenue contribution from approximately 300 tenants located at Media Park, which generated income of £6.2 million. Pinewood's strategy of enhancing its domestic brand internationally over the last few years resulted in international operations being established in Canada, Germany, Malaysia and the Dominican Republic. The Company also continues to utilise its asset base to enhance the services and infrastructure offered to prospective customers, a key element of which is the proposed long-term scheme to create a living and working community for the creative industries - Project Pinewood - which will continue to be pursued by Pinewood.

Despite this strong operational performance, the concentrated nature of the shareholder register has meant that the Company has not been in a position to exploit the full potential of its stock market listing. Pinewood's free float, as defined by Listing Rule 6.1.19, is currently reasonably near the minimum threshold of 25% and one of the effects of this concentration of the shareholder register is that there has been a relatively low level of liquidity.

In March 2011, the Pinewood Independent Directors received an initial approach from Peel regarding a possible offer for Pinewood of 190 pence per Pinewood Share plus the proposed final dividend of 2.5 pence. This possible offer was subsequently increased to 200 pence plus the proposed final dividend of 2.5 pence. As announced in the IMS issued earlier today, while Pinewood operates in a sector that has had a number of industry challenges over recent years, the film division is showing ongoing success in winning business in a buoyant but highly competitive international market and film stage revenues for the remainder of 2011 are now largely contracted, with some visibility extending into early 2012. Against this backdrop, the Pinewood Independent Directors believe that this stable time in the industry offers an opportune moment for Pinewood Shareholders to exit with a cash offer at a significant premium. At a price of 200 pence per Pinewood Share in cash, plus entitlement to the Announced Final Dividend, the terms of the Acquisition represent:

·; a premium of 37.6 per cent. to 147.2 pence per Pinewood Share (being the average Closing Price for the three months prior to and including 7 April 2011, the last Business Day prior to the Company entering into the Offer Period); and

·; a premium of 22.1 per cent. to 165.9 pence per Pinewood Share (being the Closing Price on 7 April 2011, the last Business Day prior to the Company entering into the Offer Period).

On 20 April 2011, the Company announced that it had received a further approach from an unconnected third party that may or may not lead to an offer being made for the Company. On 21 April, Mr Mohamed Al Fayed confirmed through a separate announcement that he had made this approach. This approach is subject to a number of preconditions and as a result the Pinewood Independent Directors do not believe there can be any certainty that it would lead to an offer being made for the Company. In making their decision to recommend the acquisition by the Peel Group, the Pinewood Independent Directors have considered, inter alia, the following matters:

·; The preconditions attached to the alternative approach and the resulting uncertainty as to whether an offer will be made for the Company;

·; The current shareholding of the Peel Group; and

·; The irrevocable commitment given by Crystal Amber Fund Limited.

The Pinewood Independent Directors believe the Acquisition to be an opportunity for Pinewood Shareholders to realise their investment that provides certainty at an attractive value and accordingly they intend unanimously to recommend that all Pinewood Shareholders vote in favour of the approval of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the Pinewood General Meeting.

6. Financing of the Acquisition

Rothschild is satisfied that sufficient resources are available to Peel Acquisitions to satisfy in full the cash consideration payable to Pinewood Shareholders under the terms of the Acquisition.

7. Information relating to Peel Acquisitions

Peel Acquisitions was incorporated on 14 April 2011 at the direction of Peel for the purpose of implementing the Acquisition.

The current directors of Peel Acquisitions are John Whittaker, Steven Underwood, Paul Wainscott, Neil Lees, Peter Hosker and Mark Senior. Peel Acquisitions has not traded since its incorporation, nor entered into any obligations, other than in connection with the implementation and financing of the Acquisition.

8. Information relating to the Peel Group

The Peel Group is a leading infrastructure, transport, media and real estate group. It has grown through a philosophy of recycling capital and long-term investment, and currently holds significant investments in a number of businesses in sectors including ports, airports, energy, investment property, environmental assets, hotels, media and utilities.

The Peel Group is committed to the UK's media and creative industries and recently opened its prestigious 36 acre development, MediaCityUK, at Salford Quays near Manchester. MediaCityUK, a very significant private sector building project, is a bespoke community for the media industry operating a 250,000 square foot purpose-built broadcast TV facility block and offering over 700,000 square feet of prime commercial offices with core tenants including the BBC, ITV and the University of Salford.

Under the terms of the relationship agreement entered into on 25 June 2010 at the time of the appointment of Steven Underwood as a non-executive director of Pinewood, it was agreed that for as long as Steven Underwood is a director of Pinewood and for a period of six months thereafter, no member of the Peel Group would make an offer for the Company without the recommendation of the Pinewood Directors. The terms of the Acquisition satisfy those requirements.

9. Information relating to Pinewood

Pinewood is a renowned provider of services to the global film and television industries. With an established heritage and celebrating its 75th anniversary in 2011, Pinewood is one of Europe's leading providers of stage and studio space, with over 34 stages, 5 dedicated digital television studios and 5 digital presentation studios. Pinewood and Shepperton studios have been used to produce over 1,500 films in the last 75 years and have hosted over 600 television shows.

Pinewood's film facilities are renowned internationally and attract significant inward investment from Hollywood, supported by the scale, infrastructure and supporting services such as digital content activities. The high utilisation and continuing demand has led to the requirement for a new stage which will be constructed in 2011, to increase the total capacity by 7 per cent. In light of increasing competition from European and other providers, Pinewood has successfully pursued a strategy of leveraging its international brand to penetrate emerging film industries through joint venture and operating agreements, which require minimal capital commitments. In 2010, operations were established in Germany and the Dominican Republic, in addition to those already in place in Canada and Malaysia.

In television, Pinewood provides a full service television offering and range of facilities which combine into high quality, cost effective solutions attractive to broadcasters and programme makers.

Pinewood also owns substantial freehold land and has a media park providing bespoke tenanted space to a diverse range of approximately 300 media related tenants, with over 90 per cent. occupancy and leases ranging from 6 months to 15 years. Pinewood's media park represents a leading European hub of creative talent that supports the film and television operations.

10. Structure of the Acquisition

The Acquisition will be implemented by means of a Court sanctioned scheme of arrangement between Pinewood, the Scheme Shareholders and the holders of the Goodweather Shares under Part 26 of the Companies Act. The procedure involves an application by Pinewood to the Court to sanction the Scheme and to confirm the cancellation of the Scheme Shares and the Goodweather Shares, in consideration for which Scheme Shareholders on the register at the Scheme Record Time will receive cash and/or Loan Notes under the Loan Note Alternative on the basis described in paragraph 2 above, and the holders of the Goodweather Shares will receive new shares to be allotted and issued by Peel Acquisitions. The cancellation of Pinewood Shares and the subsequent issue of new shares in Pinewood to Peel Acquisitions provided for in the Scheme will result in Pinewood becoming a wholly owned subsidiary of Peel Acquisitions.

To become Effective, the Scheme requires, amongst other things, the approval by a majority in number of Scheme Shareholders who vote representing at least 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting and the passing of the Special Resolution to implement the Scheme (including approving appropriate amendments to the articles of association of Pinewood) at the Pinewood General Meeting, which requires at least 75 per cent. of the votes cast by the Pinewood Shareholders (voting either in person or by proxy) to be voted in favour of the Special Resolution. In addition, the Scheme must be sanctioned, and the Capital Reduction must be confirmed, by the Court.

The Tokenhouse Pension Scheme, which is connected with the Peel Group, is the beneficial owner of 15,000 Pinewood Shares, representing approximately 0.03 per cent. of the existing issued share capital of Pinewood and approximately 0.05 per cent. of the Scheme Shares. The holder of those Pinewood Shares will be excluded from attending and voting at the Court Meeting, and will undertake to provide any necessary consent to approve the Scheme in respect of those Pinewood Shares.

The Scheme will also be subject to certain conditions and certain further terms referred to in Appendix I of this announcement and to be set out in the Scheme Document.

Once the necessary approvals from Pinewood Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme will become effective upon the delivery of the Second Court Order to the Registrar. The Scheme is expected to become effective by the end of June 2011. If the Scheme does not become effective in accordance with its terms, it will lapse and the Acquisition will not proceed (unless the parties agree otherwise with the consent of the Panel).

Upon the Scheme becoming Effective, it will be binding on all Pinewood Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Pinewood General Meeting.

11. Irrevocable commitments to vote in favour of the Scheme and the Special Resolution

In addition to the irrevocable commitments provided by the Pinewood Independent Directors and persons connected with them, which are referred to in paragraph 4, Peel Acquisitions has received an irrevocable commitment to vote in favour of the Scheme at the Court Meeting and in favour of the resolution to be proposed at the Pinewood General Meeting in respect of 13,365,861 Pinewood Shares, representing approximately 41.19 per cent. of the Pinewood Shares entitled to vote on the Scheme at the Court Meeting.

Further details of this irrevocable commitment (including the circumstances in which it remains binding) are set out in Appendix 3.

12. Implementation Agreement and Break Fee

Pinewood and Peel Acquisitions have entered in to the Implementation Agreement which provides for the implementation of the Scheme in accordance with an agreed indicative timetable and related matters. Pursuant to the Implementation Agreement, Pinewood and Peel Acquisitions have agreed, amongst other things, to take all such steps and actions and prepare all such documents necessary for the implementation of the Acquisition on a timely basis and the requirements of the Takeover Code, the Court and applicable law and regulations.

Pursuant to the Implementation Agreement Pinewood has undertaken not to solicit approaches from any other persons in respect of any Third Party Offer, and has also agreed to certain restrictions on the conduct of its business in the period between the date of this announcement and the Effective Date. The Implementation Agreement does not prevent Pinewood or the Pinewood Independent Directors from responding to, or dealing with, any unsolicited offer, proposal, enquiry or approach which the Pinewood Independent Directors reasonably consider may lead to a Superior Proposal, or from taking all such action as the Pinewood Independent Directors consider reasonably necessary in relation thereto. The Implementation Agreement does not require Pinewood or the Pinewood Independent Directors to act or refrain from acting in a manner which would cause them to be in breach of any applicable law or regulation (including the Takeover Code or the Listing Rules of the UKLA).

Pursuant to the Implementation Agreement, Peel Acquisitions has agreed to procure that the owner of the Goodweather Shares will vote in respect of the Goodweather Shares in favour of the resolution to approve the Announced Final Dividend at the annual general meeting of Pinewood to be held on 31 May 2011.

Pinewood will pay a fee of an amount representing 1 per cent. of the Proposed Offer Value in certain circumstances including if the recommendation of the Acquisition by the Pinewood Independent Directors is withdrawn, qualified or modified.

Further information regarding the Implementation Agreement will be set out in the Scheme Document.

13. Directors, Management and employees

It is Peel's current intention for Pinewood to continue to operate in its existing form for the immediate future and Peel is fully supportive of Pinewood's strategic objectives, including the Project Pinewood planning application. Therefore Peel attaches great importance to the skills and experience of the existing management and employees of Pinewood who will be instrumental in achieving these objectives.

Peel Acquisitions has given assurances to the Pinewood Independent Directors that, on the Scheme becoming Effective, the existing employment rights, including pension rights, of all Pinewood Group employees will be observed, at least to the extent required by applicable law.

Peel's plans for Pinewood do not involve any material change in the conditions of employment of Pinewood Group employees. Following the Scheme becoming Effective, the employee resource of the Pinewood Group will be considered as part of Peel's overall strategy for Pinewood and will be reviewed from time to time in light of on-going requirements of Pinewood. Peel has no current intention to change the location of the Pinewood Group's places of business or to redeploy its fixed assets.

Three of the Pinewood Independent Directors, being Nigel Hall, James Donald and Adrian Burn, intend to step down from the Board following the Scheme becoming effective and will each receive notice payments in accordance with the terms of their respective letters of appointment. None of Nigel Hall, James Donald and Adrian Burn is expected to have any further continuing business involvement with Pinewood. It is expected that Lord Grade of Yarmouth will continue in his role as non-executive chairman of Pinewood. 

14. The Pinewood executive management team

The Pinewood executive management team including, amongst others, Ivan Dunleavy, Patrick Garner and Nicholas Smith, are expected to remain in office to operate the business once the Scheme becomes Effective. Their employment will continue to be governed by their existing service contracts and their remuneration arrangements will remain unaffected.

15. Pinewood Share Schemes

The Scheme will extend to any Pinewood Shares that are unconditionally allotted or issued pursuant to the exercise of options or the vesting of awards under the Pinewood Share Schemes before the Scheme Record Time.

Participants in the Pinewood Share Schemes will be contacted regarding the effect of the Acquisition on their rights under these schemes and appropriate proposals will be made to such participants in due course.

Details of such proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the Pinewood Share Schemes.

16. Conditions of the Acquisition

The conditions to the Acquisition are set out in full in Appendix 1 to this announcement. The Acquisition is conditional, inter alia, upon competition clearance being obtained from the UK Office of Fair Trading.

The Scheme is conditional, inter alia, upon:

·; the Scheme becoming Effective by no later than 15 July 2011 or such later date as Pinewood and Peel Acquisitions may, with the consent of the Panel, agree and the Court may approve, failing which the Scheme will lapse;

·; the approval of the Scheme by a majority in number of the Scheme Shareholders who vote, representing at least 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting;

·; the passing of the Special Resolution to be proposed at the Pinewood General Meeting; and

·; the sanction of the Scheme and subsequent confirmation of the Capital Reduction by the Court (in either case, with or without modification on terms agreed by Peel Acquisitions and Pinewood) and the delivery of office copies of the Court Orders to the Registrar of Companies and, in the case of the Second Court Order and the Statement of Capital, their being registered by the Registrar of Companies.

17. Delisting, cancellation of trading and re-registration

It is intended that Peel Acquisitions will procure that Pinewood will apply to the London Stock Exchange and the UKLA respectively for the cancellation of the admission to trading of Pinewood Shares on the London Stock Exchange's main market for listed securities and the listing of the Pinewood Shares on the Official List, in each case with effect from the Effective Date. 

Subject to the Scheme becoming Effective, share certificates in respect of Pinewood Shares will cease to be valid, and entitlements to Pinewood Shares held within the CREST system will be cancelled on the Effective Date.

It is intended that Pinewood will be re‑registered as a private limited company upon the Scheme becoming Effective.

18. General

The Acquisition will be made on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The formal Scheme Document is expected to be sent to Pinewood Shareholders on or around 6 May 2011.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The implications of the Acquisition for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

Enquiries: 

The conditions to, and certain further terms of, the Acquisition are set out herein and in Appendix 1 and the further terms and conditions set out in the Scheme Document and Forms of Proxy when issued. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of irrevocable commitments received by Peel Acquisitions are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Peel and Peel Acquisitions and for no one else in connection with the Acquisition and will not be responsible to anyone other than Peel and Peel Acquisitions for providing the protections afforded to the clients of Rothschild or for providing advice in relation to the Acquisition or to the matters referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Pinewood and for no one else in connection with the Acquisition and will not be responsible to anyone other than Pinewood for providing the protections afforded to clients of J.P. Morgan Limited or for providing advice in relation to the Acquisition or to the matters referred to in this announcement. 

BDO, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Pinewood and for no one else in connection with the Acquisition and will not be responsible to anyone other than Pinewood for providing the protections afforded to the clients of BDO or for providing advice in relation to the Acquisition or to the matters referred to in this announcement.

This announcement is for information purposes and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Scheme. Pinewood will prepare the Scheme Document to be distributed to Pinewood Shareholders. Pinewood and Peel Acquisitions urge Pinewood Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared in accordance with English law, the Takeover Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Peel Acquisitions reserves the right to elect (with the consent of the Panel (where necessary)) to implement the acquisition of the entire issued and to be issued ordinary share capital of Pinewood by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.

If, in the future, Peel Acquisitions exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the United States, such Takeover Offer will be made in compliance with the applicable US laws and regulations.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise determined by Peel Acquisitions and permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facility.

This announcement may contain "forward looking statements" concerning Peel Acquisitions and Pinewood. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward looking statements. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the ability of Peel Acquisitions and Pinewood to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Peel Acquisitions and Pinewood assume no obligation and do not intend to update these forward looking statements, except as required pursuant to applicable law.

Notice to US investors in Pinewood: The Acquisition relates to the shares of an English company and is being implemented by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the US Exchange Act of 1934. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US proxy and tender offer rules.

Dealing disclosure requirements

Under the provisions of Rule 8.3(a) of the Takeover Code any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth business day following date of the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is or becomes interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror. Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

A disclosure table, giving details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)207 7638 0129.

In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement will be available on Pinewood's website at http://www.pinewoodshepperton.com/ by no later than 12 noon on 28 April 2011.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Pinewood's website (or any other website) is incorporated into, or forms part of, this announcement.

Appendix 1CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

The Acquisition will comply with the applicable rules and regulations of the FSA, the London Stock Exchange and the Takeover Code, will be governed by English law and will be subject to the jurisdiction of the courts of England. In addition it will be subject to the terms and conditions set out in the Scheme Document.

The Acquisition will be conditional upon the Scheme becoming Effective by not later than 15 July 2011 or such later date (if any) as Peel Acquisitions and Pinewood may, with the consent of the Panel, agree and (if required) the Court may approve.

Conditions of the Scheme

1. The Scheme will be subject to the following Conditions:

(a) approval of the Scheme by a majority in number of those Scheme Shareholders who are present and vote either in person or by proxy at the Court Meeting and who represent not less than 75 per cent. in value of all Scheme Shares held by such Scheme Shareholders;

(b) the Special Resolution being duly passed by the requisite majority at the Pinewood General Meeting (or any adjournment thereof); and

(c) the sanction of the Scheme and the confirmation of the Capital Reduction (in each case, with or without modification but subject to such modification being acceptable to Peel Acquisitions and Pinewood) by the Court, and the office copies of the Court Orders and of the Statement of Capital being delivered for registration to the Registrar of Companies and, in relation to the Capital Reduction, the registration of the Second Court Order and Statement of Capital by the Registrar of Companies.

2. Pinewood and Peel Acquisitions have agreed that, subject to the provisions of paragraph 3 below and the requirements of the Panel in accordance with the Takeover Code, application to the Court to sanction the Scheme and to confirm the Capital Reduction will not be made unless conditions 1(a) and 1(b) above have been fulfilled and unless immediately prior to the hearing of the application to the Court for sanction of the Scheme the following Conditions have been satisfied or, where permitted, waived:

(a) the UK Office of Fair Trading indicating in terms satisfactory to Peel Acquisitions that it does not intend to refer the Acquisition or any part of it to the UK Competition Commission;

(b) save in respect of Condition 2(a) above, no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Pinewood by any member of the Wider Peel Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially impede, challenge, interfere or require material amendment of the terms of the Acquisition or the acquisition of any such shares or securities by any member of the Wider Peel Group;

(ii) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Peel Group or by any member of the Wider Pinewood Group of all or any part of their businesses, assets or property or impose any limitation on the ability of any of them to conduct their businesses (or any material part thereof) or to own any of their assets or properties (or any material part thereof) (as the case may be) which, in any case, is material in the context of the Wider Peel Group or the Wider Pinewood Group, in either case, taken as a whole;

(iii) impose any limitation on, or result in a material delay in, the ability of any member of the Wider Peel Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Pinewood or on the ability of any member of the Wider Pinewood Group or any member of the Wider Peel Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Pinewood Group, in each such case, to an extent which is material in the context of the Acquisition;

(iv) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Peel Group or the Wider Pinewood Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Pinewood Group or any asset owned by any third party (other than in the implementation of the Acquisition);

(v) require, prevent or materially delay a divestiture by any member of the Wider Peel Group of any shares or other securities (or the equivalent) in Pinewood which, in any case, is material in the context of the Wider Pinewood Group taken as a whole;

(vi) result in any member of the Wider Pinewood Group ceasing to be able to carry on business under any name under which it presently carries on business, the consequence of which would be material in the context of the Wider Pinewood Group taken as a whole;

(vii) impose any material limitation on the ability of any member of the Wider Peel Group or any member of the Wider Pinewood Group to integrate or co‑ordinate all or any material part of its business with all or any material part of the business of any other member of the Wider Peel Group and/or the Wider Pinewood Group; or

(viii) otherwise materially and adversely affect any or all of the business, assets, financial position or profits of any member of the Wider Pinewood Group or any member of the Wider Peel Group in each case in a manner which is adverse to, and material in the context of, the Wider Pinewood Group or the Wider Peel Group, in each case taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Pinewood Shares or otherwise intervene having expired, lapsed, or been terminated;

(c) save in respect of Condition 2(a) above, all notifications, filings or applications which are necessary or appropriate in the context of the Acquisition, having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations necessary or appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Pinewood by any member of the Wider Peel Group having been obtained in terms and in a form reasonably satisfactory to Peel Acquisitions from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Pinewood Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider Pinewood Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider Pinewood Group or the ability of Peel Acquisitions to implement the Acquisition and all such Authorisations remaining in full force and effect at the Effective Date and there being no notice or intimation of an intention to revoke, suspend, restrict, modify (in each case, to an extent which is material) or not to renew such Authorisations;

(d) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Pinewood Group is a party or by or to which any such member or any of its assets is or may be bound or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Peel Group of any shares or other securities in Pinewood or because of a change in the control or management of any member of the Wider Pinewood Group or otherwise, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Pinewood Group taken as a whole:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, or any grant available to any member of the Wider Pinewood Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Pinewood Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Pinewood Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being terminated or adversely modified or affected;

(iii) any member of the Wider Pinewood Group ceasing to be able to carry on business under any name under which it presently carries on business;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Pinewood Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Pinewood Group otherwise than in the ordinary course of business;

(v) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Pinewood Group;

(vi) the value of, or the financial or trading position of, any member of the Wider Pinewood Group being prejudiced or adversely affected; or

(vii) the creation of any liability (actual or contingent) by any member of the Wider Pinewood Group other than in the ordinary course of business;

(e) except as Disclosed, since 8 March 2011, no member of the Wider Pinewood Group having:

(i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Pinewood Shares out of treasury (save, where relevant, as between Pinewood and wholly‑owned subsidiaries of Pinewood and save for the issue or transfer out of treasury of Pinewood Shares on the exercise of options granted before the date of this announcement in the ordinary course and save for the issue of Pinewood Shares pursuant to the Pinewood Share Schemes or pursuant to the Scheme);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to Pinewood or one of its wholly‑owned subsidiaries;

(iii) save for transactions between Pinewood and its wholly‑owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which, in any case, is material in the context of the Wider Pinewood Group taken as a whole;

(iv) save as between Pinewood and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital which, in any case, is material in the context of the Wider Pinewood Group taken as a whole;

(v) issued, authorised or proposed the issue of any debentures or (save as between Pinewood and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability, in each case other than in the ordinary course of business, to an extent which is material in the context of the Wider Pinewood Group taken as a whole;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves or could involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider Pinewood Group or which is or is likely to be restrictive on the business of any member of the Wider Pinewood Group;

(vii) entered into or varied the terms of any service agreement with any director or senior executive of the Wider Pinewood Group save for salary increases, bonuses or variations of terms in the ordinary course;

(viii) other than as required by the implementation of the Scheme or the Acquisition, proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme, or, other than in the ordinary course of business any other benefit relating to the employment or termination of employment of any employee of the Wider Pinewood Group which is, in any such case, material in the context of the Wider Pinewood Group taken as a whole;

(ix) made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or valued, or agreed or consented to any change to the trustees or trustee directors;

(x) implemented or effected, or authorised, proposed or announced its intention to implement or effect, any composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business or between wholly owned members of the Wider Pinewood Group;

(xi) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital to an extent which (other than in the case of Pinewood) is material in the context of the Wider Pinewood Group taken as a whole;

(xii) waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Pinewood Group taken as a whole;

(xiii) save as envisaged in accordance with the terms of the Scheme, made any material alteration to its memorandum or articles of association or other incorporation documents;

(xiv) (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or a substantial part of any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xvi) entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition; or

(xvii) other than in respect of matters or circumstances referred to in the other conditions in this Appendix 1 (in which case, such matters or circumstances will be subject to those conditions alone), taken (or agreed or committed to take) any action which requires, or would require, the consent of the Panel or the approval of Pinewood Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code, which in any case is material in the context of the Wider Pinewood Group taken as a whole;

(f) since 8 March 2011, and except as Disclosed:

(i) there having been no adverse change in the business, assets, financial or trading position or profits or operational performance of any member of the Wider Pinewood Group to an extent which is material to the Wider Pinewood Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Pinewood Group or to which any member of the Wider Pinewood Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Pinewood Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Pinewood Group which, in any such case, might reasonably be expected to adversely and materially affect the Wider Pinewood Group taken as a whole;

(iii) no contingent or other liability having arisen or become known to Peel Acquisitions which might reasonably be expected to adversely affect the business, assets, financial or trading position or profits of any member of the Wider Pinewood Group to an extent which is material to the Wider Pinewood Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal (without replacement), cancellation, termination or modification of any licence held by any member of the Wider Pinewood Group, which is necessary for the proper carrying on of its business which is material in the context of the Wider Pinewood Group taken as a whole;

(g) since 8 March 2011, except as Disclosed, Peel Acquisitions not having discovered:

(i) that any financial, business or other information concerning the Wider Pinewood Group that has been Disclosed at any time by or on behalf of any member of the Wider Pinewood Group which is material in the context of the acquisition of Pinewood by Peel Acquisitions is to a material extent misleading, contains a material misrepresentation of fact or omits to state a material fact necessary to make that information not misleading to a material extent;

(ii) that any member of the Wider Pinewood Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, which is material in the context of the Wider Pinewood Group taken as a whole; or

(iii) any information which affects the import of any information Disclosed at any time by or on behalf of any member of the Wider Pinewood Group which is material in the context of the Wider Pinewood Group taken as a whole; and

(h) except as Disclosed, in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm human health, no past or present member of the Wider Pinewood Group (i) having committed any violation of any applicable laws, statutes, regulations, notices or other requirements of any Third Party; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, re‑instate or clean up the environment (including any property) which in any case is material in the context of the Wider Pinewood Group taken as a whole.

Further Terms of the Acquisition

3. Subject to the requirements of the Panel in accordance with the Takeover Code, Peel Acquisitions reserves the right to waive, in whole or in part, all or any of the above Conditions, except Condition 1.

4. If Peel Acquisitions is required by the Panel to make an offer for Pinewood Shares under the provisions of Rule 9 of the Takeover Code, Peel Acquisitions may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

5. Peel Acquisitions reserves the right to elect (with the consent of the Panel (where necessary)) to implement the acquisition of the entire issued and to be issued ordinary share capital of Pinewood by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Pinewood Shares are otherwise acquired, it is the intention of Peel Acquisitions to apply the provisions of the Companies Act to acquire compulsorily any outstanding Pinewood Shares to which such Takeover Offer relates.

6. The Scheme will lapse if the Acquisition or any part of it is referred to the UK Competition Commission before the later of the time of the Court Meeting and the time of the Pinewood General Meeting. In such event, Pinewood will not be bound by the terms of the Scheme.

7. The availability of the Acquisition to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.

8. Under Rule 13.4 of the Takeover Code, Peel Acquisitions may only invoke a Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to Peel Acquisitions in the context of the Acquisition. The Conditions contained in paragraphs 1 and 2(a) above are not subject to Rule 13.4 of the Takeover Code.

Appendix 2SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

1. the value attributed to the fully diluted issued share capital of Pinewood is based on:

(i) 46,232,006 Pinewood Shares in issue as at 26 April 2011, being the last practicable date prior to the date of this announcement; and

(ii) 1,215,438 Pinewood Shares subject to options and awards under the Pinewood Share Schemes for which Pinewood Shares would need to be issued or transferred on or after the date of this announcement in order to satisfy the exercise of such options or vesting of such awards, this number having been calculated on the following assumptions:

(a) all options and awards which are "in the money" are vested and exercised (as applicable) in accordance with the rules of the Pinewood Share Schemes);

(b) LTIP awards granted in 2008 and 50 per cent. of the LTIP awards granted in 2010 and 2011 have not vested as the relevant performance conditions relating to these awards have not been met;

(c) the remaining 50 per cent. of the LTIP awards granted in 2010 and 2011 will vest on Court sanction of the Scheme as the relevant performance conditions relating to these awards have been met in full; and

(d) Court sanction of the Scheme takes place no later than 24 June 2011;

2. the financial information relating to Pinewood has been extracted (without any adjustment) from the audited consolidated financial statements of Pinewood for the relevant years, prepared in accordance with IFRS; and

3. all prices quoted for Pinewood Shares have been derived from the Daily Official List of the London Stock Exchange and represent Closing Prices on the relevant date(s).

Appendix 3DETAILS OF IRREVOCABLE commitments

1. Irrevocable Commitments

The following Pinewood Shareholders have given irrevocable commitments to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the Pinewood General Meeting (or, in the event the Acquisition is implemented by a Takeover Offer, to accept or procure acceptances of such Takeover Offer) in respect of their own beneficial holdings of Pinewood Shares (or those Pinewood Shares over which they have control):

Pinewood Directors and persons connected with them

Other Pinewood Shareholders

2. Lapse of Irrevocable Commitments

Each of the irrevocable commitments described in paragraph 1 will cease to be binding on the earlier of the following occurrences:

·; the Scheme Document is not sent to Pinewood Shareholders within 28 days (or such longer period as the Panel may agree) after the date of this announcement; or

·; the Scheme lapses or is withdrawn in accordance with its terms and at or before the time of such lapse or withdrawal, Peel Acquisitions has not publicly confirmed that it intends to implement the Acquisition by way of a Takeover Offer or otherwise; or

·; the Scheme, or Takeover Offer, if Peel Acquisitions elects to implement the Acquisition by way of a Takeover Offer, has not become Effective or has lapsed or been withdrawn in accordance with its terms.

The irrevocable commitments given by the Pinewood Directors and persons connected with them will cease to be binding in the event that a third party announces (in accordance with the Takeover Code) a firm intention to make an offer for the issued and to be issued share capital of Pinewood and such offer becomes or is declared unconditional as to acceptances.

The irrevocable commitment given by Crystal Amber Fund Limited will cease to be binding in the event that a third party announces (in accordance with the Takeover Code) a firm intention to make an offer for the issued and to be issued share capital of Pinewood pursuant to which the value of the consideration offered for each Pinewood Share (excluding the amount of the Announced Final Dividend) is not less than 250 pence.

Appendix 4DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

All times referred to are London time unless otherwise stated.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

References to the singular include the plural and vice versa. "£" and "pence" means pounds and pence sterling, the lawful currency of the United Kingdom.